Won't Look
by AnimeLoveLover123
Summary: Deadpool is excited to get the chance to work with his fellow heroes, especially Spidey. But for some reason Spider-man won't joke around with him like usual, won't even look at him. Maybe it was the fact that Deadpool was wearing only a dress and his mask, Spidey must be jealous.
1. Won't Look

"My god."

"Eww."

"My eyes!" Were the general responses Wade received when he had arrived on the scene. "We asked for Deadpool to _help_ us, not blind us!" The mercenary let out a huff, turning his nose up at the others.

"Your just jealous that I look better then you ever would in a dress." He accused, crossing his bare and cold arms in front of his chest.

If he had know it was going to be windy he would have worn his spandex suit under like usual. But, of course, the night he felt brave enough to wear his maid dress, including adorable stockings and gloves instead of his Deadpool outfit, though he still wore his mask, would be the night S.H.I.L.E.D. dragged him out to stake out a warehouse on the cold, windy, docks.

Oh well, he still looked fabulous, or at least he thought so. His teammates didn't seem to agree.

"Alright everyone, we are not here to judge others choice in clothing." Captain America intervened. Wade couldn't help but feel a little giddy that his childhood hero had just defended him, deciding not to focus on the fact that the war veteran wouldn't look at him directly. "We have a mission to complete."

The Captain then began to pair off people, assigning each group to a certain warehouse to watch over.

"Iron Man and I will cover 10 and finally, Deadpoool, your with Spider-man in number 11."

"What!?" Why me?" The web slinger asked, a bit panicked.

"Because you've been staring at him the whole time." The Human Torch said, grinning from ear to ear.

"N-no I haven't!" The red clad hero objected before both young men where silenced by Captain America. Spider-man bit his lower lip and turned his eye's away from the Torch only to spot Deadpool watching him. The mercenary flashed him a smile, though it couldn't really be seen from behind his mask, but the younger turned away.

"Now remember, we need to gather as much intel on these hooligans as possible so only break your cover at the last moment." The captain reminded. "Any questions?"

"Ya, I have one." Iron Man started, raising his hand. "Did you really just use the word hooligans?" A role of eye's was the only response the Captain offered him, though he did get a few chuckles from the crowd.

After a quick run down of how the communicators Iron Man had handed out worked, the groups went their separate ways, Deadpool quickly following Spider-man who seemed to try and not acknowledge his existence. The older attempted to make conversation, tell jokes that usually got a chuckle out of the web swinger but it looked like today, he wasn't having any of it.

"Jeez Spidey, what's with the cold shoulder? I haven't felt so rejected by you since issue #10 of Superior Spider-man." No response. "Is it the dress?" Deadpool could see the spiders muscles tighten and fists clench. "So it is the dress! Cute isn't it?" Deadpool said, turning and walking backwards in front of the younger. Spider-man instantly halted. "You jealous, that it?" Wade asked, stopping as well. "I could get you one if you want. With a body like that, you would give me a run for my money."

"Deadpool." The younger spat, whole body tense, breath coming in slow, as if trying to calm himself.

Just then, another gust of wind blew past, this time catching the bottom of the mercenaries skirt and flipping it up. Deadpool let out an over exaggerated girly squeak as he pushed the fabric back down, shivering slightly at the cold. He then looked up with a very witty joke on the tip of his tongue, only to have Spider-man quickly pass him. Deadpool looked over his shoulder with a sad pout before realizing something.

"You okay baby boy, your walking funny."

"Shut up!" The younger quickly spat but refused to turn around.

The next hour was excruciatingly boring. Not only where the bad guys taking forever to show up but Spidey wouldn't even look at him. Usually the mercenary would be entertained by Spider-man, whether it be chatting with him or bugging him, but he could barely get a sentence or two out of him.

Just when Deadpool was about to let out another long whine of boredom, the warehouse door opened. Both men immediately sprung into action mentally, the mercenary being the first to take a peek at the newcomers, only to realize that they were close and incoming.

"Shhh- There coming this way." Was all the explanation he gave before grabbing the front of Spider-mans suit and started to drag him back to where he had spotted a storage closet.

"D-deadpool." The younger said, confusion and worry evident in his voice. The mercenary didn't give him a chance to protest however as he shoved Spider-man into the closet, immediately sliding in after and closing the door.

It was smaller then it looked and uncomfortable. Some things had slid out of place when they had entered, causing something to hit and proceed to lean on the olders head. He was being jabbed in his ribs, had the sleeve of his dress caught, and now something was poking his leg.

Never the less Deadpool tried to stay quiet so he could attempt to hear what the men outside were talking about while Spider-man focused on getting as far away from the older as possible, which obviously wasn't far.

Eventually the voices started to fade, signaling that they where moving away.

Good, now they could come out of the closet. But first, Deadpool started to slowly remove the various things attacking him, making sure they didn't fall and make a noise when they emerged. When he reached down to push back against whatever was poking his leg, he was met with something a lot warmer then expected.

Spider-man's whole body shuttered as a groan was ripped from is throat. The moment went still, Deadpool taking a minute to processes the situation before turning to look behind him, hand held in the same place.

"Is that you down there Spidey?" Suddenly a pair of hands slammed into the mercenaries back, causing him to go flying out of the closet.

"Cover blown, help required immediately in hanger 11!" Spider-man practically screamed into his communicator, the panic in his voice almost concealing his embarrassment.

Within a minute the warehouse burst to life, heroes crashing in, orders shouted and shots being fired. When the dust eventually settled though, Spider-man was no where to be found.

"Where did web-head go?"

"I saw him leave the building just as we where all heading in."

"That's wired. It's not like him to leave just when the action starts."

"Was he okay? He sounded panicked when he called for help."

"I don't know. Maybe Deadpool does." The groups eyes turn to the mercenary but he gives no response.

"Deadpool?"

"Hmm?" The mercenary hummed, mind drifting back to the conversation.

"Do you know why Spider-man was in a such a panic?"

Now here's a predicament. Should the merc with a mouth out Spidey? Naw, that would be to mean. Besides, he could have fun with this.

"Nope. But on a totally unrelated note, do any of you know where I could get a play boy bunny outfit?"

* * *

I was getting tired of writing angst and Wade being self conscious so I made this. I'm not sorry at all.

I kind of want to continue this, what do you guys think?

Hope you enjoyed and wish Peter luck!


	2. Gonna Burst

Spider-man stood tall atop a building edge, looking out into the surprisingly calm city beyond, when a gust of wind blew by, carrying with it a memory from a few nights back. The somehow exhilarating squeak came back to his ears as the image of an all to, yet not short enough, skirt flipping up to revel-

Spider-man let out a frustrated groan as he crouched down, curling his arms around his bent knees and ducking his head down, as if trying to hide his blush despite his mask doing the job for him.

"This is ridiculous." He told himself. "Come on Parker, calm down. I just haven't had any action since MJ and I split last year, that's all." He took a few slow breaths as he tried to push the memory back down. "I mean, I'm straight right... right?"

"Spidey!" Came a familiar voice and, even though in the back of his mind, the vigilantly knew who it was and why he should run, he went with his first instinct and turned around.

Deadpool was running towards him, one hand waving excitedly in the air, his mask unable to hide the mercenaries wide smile, and bunny ears bouncing with each step. The youngers jaw went slack but that didn't stop his eye's from darting down to Deadpool's bar legs before snapping back up in shame. Only his eye landed on the mercenaries mostly visible chest thanks to the low cut, strapless, absolutely made for a woman, one piece.

Shit!

Spider-man ducked his head back between his knees as a blush crept onto his cheeks.

"What the hell are you wearing!?" He screamed, heart thudding with every step closer the mercenary took. Jesus, it's not fair. How is it that he was getting more flustered seeing the mercenary wear a play boy bunny outfit then when he saw pretty much the same outfit a hundred times in various magazines on various women?

"A bunny outfit silly." Deadpool informed proudly before draping himself over the youngers back. Spider-man instantly stiffened, taking in a shaky breath as the older wrapped his arms around the vigilantes neck. Slowly Deadpool pressed his practically bare and rather cold chest to Spider-mans back, enjoying the warmth. Spider-man kept his head down, unable to put up a fight as he thanked his suit for the, all be it thin, wall it made between their skin. Then Deadpool leaned close, making sure to let his lips brush against Spider-mans ear as he whispered. "How do I look?"

The younger couldn't stop the slight shiver that ran up his spine, the way the hair on the back of his neck stood up as he held back a groan.

Oh god, he was gonna die. He was gonna die right here on this roof with a massive boner and Jameson is just gonna have a field day with that article. And then he'll fire Peter for not getting photos and god please just strike him down now.

"What's the matter Spidey? Why so quiet today?" The mercenary said slowly as he let his hands slide from the youngers shoulders, down his sides, and around his waist, knowing full well that Spider-man could kick his ass if he wanted to. Which just made Deadpool smile when instead of a punch to the face, he received a light, almost pleased sigh at the action. "Let's chat." Suddenly the merc with a mouth tightened his grip and stood, expecting the younger to be forced to stand as well. Instead of the obvious, Spider-man stayed in much the same position, leaving the mercenary to hold a balled up hero like some sort of teddy bear.

Despite how embarrassed Spider-man was at being held like this and how he wanted to cry, he wouldn't uncurl his legs. Not until his head, the lower of the two, realized that Deadpool was a man and Spidey was totally straight and shouldn't be so excited by all this.

"Okay, it's just because he's we aring something for a girl. I'm just picturing a girl right? But he's a guy. Think about his muscles, his flat chest, his strong arms... shit I'm making it worse!" Spider-man let out a whine, he couldn't help it. It was sad and desperate and it pulled at one of Deadpools heart strings. The mercenary had intended just to make fun of the younger, get him all flustered, but that whine sounded almost painful, close to tears.

Slowly the older lowered Spider-man and gently placed him on the ground, to the relieved sigh of the younger. Finally being released helped the vigilantly breath, though he was a little confused as to why the merc with a mouth just gave up.

"Sorry Spidey. Guess I went a little to far." Deadpool said in a calm, remorseful tone. "I do look kind of stupid in it don't I? And it's kind of giving me a wedgie." He attempted to joke, though the hurt was still heard which kind of made the younger feel bad. It's not like Deadpool put on dresses just for him, it's just what the guy liked to wear, he should respect that.

"No, no." Spider-man said, standing and turning to the older, guilt bubbling up. "It's not that you look bad, you look awesome. I mean- no- I just- Just don't feel bad!" He shouted, hands rising to cover his face. God did he just say that?

Unbeknownst to the younger however, his stuttering, panicked attempt at assurance brought a warm smile to the mercenaries lips, until his eyes caught something. Eventually Spider-man built up enough courage to look at the older, expecting to see Deadpool attempting to hold in a fit of laughter. Instead the mercenary seemed rather focused, gaze cast definitely lower then the youngers eyes, a hand risen to cover his mouth, for the purpose of hiding the fact that the older couldn't stop his tongue from darting out to wet his bottom lip. The vigilantly followed the mercenaries gaze till they where both looking at the large bulge in Spideys pants.

The youngers face lit up as he grabbed the bottom of his suit top and pulled it down in attempt to hide his arousal.

"You think this is funny!?" The younger screamed, assuming the hand at the mercenaries mouth was holding in a laugh. He was laughing at him, this was all a joke to him. Under the thick layer of embarrassment and anger, Spider-man felt kind of hurt.

The mercenaries head snapped up, panicked and confused his voice catches in his throat, giving the younger the opportunity to make a horrible mistake. In a bout of adrenalin and stupidity, Spider-man said something that he would soon regret.

"You know what!? Two can play at this game."

* * *

Cliffhanger!

Due to more people asking me to continue this then I imagined, I did, yay!

Thanks for reading and hope you enjoyed.


	3. Not How It Was Supposed to Go

Link to outfit - post/145028141430/hay-there-this-is-just-a-reference-for-one-of-me

* * *

Spider-Man felt like an idiot sitting atop what he hoped was only cardboard and loose leaf paper as he couldn't see with the lid to the bin closed over his head. The person he had thankfully heard coming was long gone so there really was no reason for him to hide anymore, but that didn't stop him from staying put so he could assess the situation.

Thanks to his stupid big mouth, he made the promise to get Deadpool back for what he had done without actually thinking through the revenge plan first. And of course his stupid pride would not allow him to just come up front to the mercenary. No he had to do something ridiculous like put on a cheap Halloween costume that the Human Torch had bought him for his birthday as a joke.

Why was he even doing this? He had looked himself over in the mirror before leaving his apartment and could tell with just one glance that he wasn't pulling female clothing off half as well as the mercenary. Which then began yet another erection which lead to a panic attack and ended with a valiant assurance that he was totally straight as he left his apartment in a skimpy outfit with the goal of getting another guy hard. And yes, Spidey realized how stupid and nonsensical that sounded but never the less he was determined to stick to his guns, even if every time he caught a glimpse of himself he doubted his plan more and more.

He was supposed to excite the mercenary but all he saw was an idiot. He looked more ridiculous considering he wore such a revealing outfit but still maintained his full head covering mask. But if he was going to do this he was at least going to save Peter Parker's shame from getting involved.

The rest of the outfit didn't leave much to the imagination however.

He didn't know if he should be thankful that the waist of the outfit wasn't constricting his already queasy stomach or mortified with the fact that there wasn't a middle to the outfit at all. A long spider shaped peace of cloth was the only thing connecting the strip covering little of his chest and the skirt. He decided to be mortified.

The straps hung loosely off his shoulder restricting his arm movement, not that he attempted to swing with his webs. The moment Spidey felt the first rush of wind ruffle the cheap fabric of the skirt ever so slightly he realize that taking the quick road to Deadpool's house was not an option.

Sneaking his ways through the shadows wasn't exactly the best plan either. All it did was leave him time to regret his decision and question whether he should turn back. But as he finally felt brave enough to peek out from the recycling bin lid and look up at the apartment complex before him he realized that if he had gone this far it would be a total waste to go home now.

Deadpool would face the embarrassment of getting aroused when he really shouldn't even if it killed Spider-Man, which it looked like it was going to.

At least Spider-Man was being kind enough to let the mercenary be embarrassed within the walls of his own home unlike the very public display given to Spidey. Or maybe that was just his excuse to avoid even more embarrassment. Ether way, the vigilante crept out of his hiding place and made a mad dash for the mercenary's apartment window, thankful that the lock still seemed to be broken, giving easy accesses to the living room.

"It's just me!" Spider-man announced, not wanting to set off the mercenaries fighter instincts. As he found his footing, glad that he could find a relatively clean part of the floor to stand on, he could hear the creaking of a bed then a pair of feet hitting the ground and making a dash to the living room.

"Spidey! I've been looking for y-" Deadpool froze in the doorway, jaw dropping as he placed a hand on the wall, worried he might faint.

Spider-man, THEE Spider-man was wearing a dress, and damn did he look fine, in Deadpools opinion.

The vigilante kept his eyes on the floor, away from the olders stare, arms wrapping around his torso in a futile attempt at covering himself.

"Something wrong?"Spider-man finally asked, glad that his mask was covering his scarlet cheeks. Deadpools eyes snapped up to meet Spideys.

"Legs? I mean what? No, nothings wrong." The mercenary stammered, not missing the way the youngers legs crossed at his words. "Uuuuuu..." Deadpool droned, eye's falling back down to those slim, smooth, yet strong legs he wouldn't mind being stuck between.

"You said you've been looking for me?" The web-slinger reminded awkwardly as he tugged the end of the dress down a tad, suddenly feeling shame in himself and regret for all the women he had stared at since high school.

"What? I mean yes, I have." Deadpool stated eye's lifting up again, momentarily getting caught on the youngers six pack and the slightly visible line of hair trying to direct him back down. "I wanted to apologize for last time. I wasn't going to laugh at you, I was trying to hold down a boner."

Spidey knew he should have but couldn't help the way his already thudding heart beat sped up. He had figured that was what the mercenary was actually doing later that night after he had calmed down. It left a pleasant feeling in his lower gut however to have the older say it.

While pushing down the slight pride he told himself he shouldn't be feeling, Spider-man opened his mouth, about to say something, before realizing that Deadpool had been speaking while he was lost in thought.

"but that's not really helpful because I can't fight down the massive erection I have right now so-"

"What!?" Spider-man cut in, causing Deadpool to jump back slightly at the sudden shout.

"What?" The mercenary asked back.

"You can't just say that."

"Say what?"

"That you... you..." The younger stammered, embarrassment and confusion preventing him from using a crude word.

"Find you ridiculously hot." The mercenary guessed, feeling a bubble of giddiness at the way Spidey shied away from the compliment.

"No, not that."

"That I have a raging boner?"

"Yes, that. You can't just say that."

"Why not? You can totally see it if you just look down a bit." The mercenary said, making a hand gesture to his lower region to which the web slinger did not take the bate.

"Well sorry, but I haven't been looking at your crouch." Spider-man said, trying not to but failing to miss, out of his peripheral vision that yes, Deadpool was very excited.

"Why not? Wasn't the whole point of dressing up all sexy to give me a stiffy? Or is this a come on because if so-"

"The point wasn't to give you a boner." Spider-man jumped in because part of him was still holding on to his pride and the idea that he was straight as a board, even if the rest of him knew something was up. "It was to embarrass you like you embarrassed me. Though I should have known it would be less embarrassing in your home then having all of New York see." He mumbled to himself but Deadpool got it.

"Well if that's what you want." The mercenary said with a shrug. He knew he had gone a bit far last time and he was willing to take the consequences if it meant getting closer to those lean legs.

"What are you doing." Spidey asked, a wary eye following the older as he approached the open window the vigilante had entered from. Deadpool stuck his head out of the window, cupped his hands around his mouth, and shouted as loud as he could.

"HEY NEW YORK! I, DEADPOOL, HAVE A MASSIVE BONER FOR SPIDER-MA-" A line of webbing grabbed the mercenaries lower back and was pulled with enough strength and speed to cause him to hit the opposite wall.

"What the hell do you think your doing!" Spidey screamed as the older stumbled his way to his feet. "Do you have any shame?"

"Isn't this what you wanted?" The mercenary asked, honestly confused.

"No... I..." Those two words came out broken and quiet, causing the mercenaries chest to collaps in on itself. Spider-man turned his back to the older and burried his face in the curtains, hands clutching at the worn and stained fabric.

"Spidey..." Deadpool called quietly, hand raised in the youngers direction.

"Don't talk to me." The vigilante spat, hoping that the anger in his tone disguise the fact that he was on the brink of tears. It didn't.

What had he been thinking? How was doing this in any way, shape, or form, a good idea? Why couldn't the earth just open him up and consume him?

As the younger cursed to himself inwardly, Deadpool watched as Spider-man, the everyday hero he idolized, practically curl himself up in the corner of his living room.

"Why do I always fuck things up?" The merc with the stupid mouth asked himself.

The vigilante could hear the older approaching, leading to his whole body stiffening. Instinctively Spidey reached behind himself and held the skirt down, not putting it past the mercenary to try flipping in up. To be fair though, Deadpool had considered it.

Instead a thin blanket was draped over Spider-mans bare shoulders.

"I have some spare clothing in my bedroom. You can change in to anything that fits and make our way home in those." Deadpool offered with a light smile, though it was hidden by the mask.

Spider-man slowly turned to face the older, quickly grabbing the edge of the blanket and wrapping it around himself. The web-slinger just watched the mercenary for a long moment, mind a little scrambled by the offer and apologetic tone.

"Thanks." He was finally able to say before shuffling past the mercenary to the bedroom. With his head hung low and mouth held shut, Spider-man went about searching the drawers for something to cover himself, all the while unable to wipe a smile from his face. He was still embarrassed and a bit ashamed but his chest fluttered a bit at the olders kindness.

He rummaged through the drawers, easily finding a t-shirt to throw over his head. Pants where seeming to be a bit of an issue as any he could find where a size or two to big to hold themselves up on his hips. He tried looking for a belt but all of them have various pouches and weaponry attached to them.

Maybe he could find something in the closet.

Wade on the other hand sat cross-legged on his couch staring down at the bulge in his pants that just wouldn't go down and it was all Spidey's fault.

When he tried to push down the tantalizing image of what he could have seen by flipping Spidey's skirt up, he ended up unearthing the realization that Spider-man was changing in the mercenaries bedroom. That god blessed figure was getting naked in his room and then putting on some of his clothing like they where boyfriends and-

Deadpool let out a squeal at the thought, flopping down on his stomach across the couch.

He tried to calm his beautiful fantasies and take a few deep breathes. He was doing so well, being all chivalrous but how could any living person not want to jump Spidey?

Slowly Deadpool raised his head, finding it a bit hard to breath through his couch, when he noticed that the bedroom door was open a bit. He turned his head in confusion as he stood from the couch to carefully approach the slightly ajar door.

This... this was totally an invitation right? Spider-man was luring him into his spider web and would eat him, the sexy way hopefully.

Silently the mercenary sneaked his way to the bedroom and peeked in. His eyes where instantly drawn to Spidey in one of the mercenaries shirts and dear god he was gorgeous. Those slender, smooth legs and that tiny bit of tush peeking out from under one of the mercenaries rarely used t-shirts and the youngers tighty whiteys. What an adorable dork.

Deadpool was so distracted with idolizing the hero that he didn't notice that Spider-man was looking through his special closet until one of the outfits where pulled out.

"Hey!" The younger nearly jumped out of his skin at the shout, dropping the dress he held as if it burnt him. "What are you doing with my new cloths?" The mercenary asked rather calmly as he swung the door open and walked in.

"N-new cloths?" Was all Peter could stammer out, half knowing that acting dumb wasn't going to help at all.

"I bought them all just for you." The mercenary said, a sly grin coming to his lips as Spider-man grabbed the front edge of his shirt and pulled it down a bit lower.

"Subtle Parker." The vigilante thought to himself as he bit his bottom lip in frustration.

"Want me to wear them for you?" Spider-mans whole body stiffened, eye's screwing shut in a futile attempt to block out the mental images while his fist pressed lightly against his slowly growing erection in hopes of keeping it down. "A little fashion show maybe?" Deadpool said, leaning into the youngers space who seemed to almost cower in response.

"I'm straight." The younger stated plainly, not sure whether he was telling the mercenary or himself.

"Riiiight." Deadpool said with a roll of his eyes. The moment then fell into an awkward silence, the older questioning whether he should take his leave or jump the spider.

"This one." Spider-man finally said, reaching out a hand and tugging shyly at one of the various outfits. "Start with this one."

* * *

Oh my gosh, It's finally done! I know this last part took longer then it should have, sorry. ^^; I had a hard time figuring out how to tie everything up in the end. Trying to make it funny but also have a bit of heart in it. Show that Deadpool actually cared about Spidey, at least a little, and that, despite telling himself over and over, Spider-man kind of accepting that he wasn't the straightest nail in the shed.

Hope it was worth the wait.


End file.
